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Corporate Laws Central Ministry of Finance Securities and Exchange Board of India Act, 1992

Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2025

11-Mar-2025 | F. No. SEBI/LAD-NRO/GN/2025/235

SEBI has issued Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2025, effective from 12th March 2025.

Key highlights -
1. The scope of definition of "unpublished price sensitive information" as specified in Regulation 2(1)(n) has been widened. Some of the inclusions which shall now be considered as unpublished price sensitive information are as follows -
a. in addition to the information related to mergers, de-mergers, expansion of business etc., now the information related to award or termination of order/contracts not in the normal course of business shall also be considered as an unpublished price sensitive information.
b. information related to change in rating(s), other than ESG rating(s);
c. fund raising proposed to be undertaken;
d. agreements, by whatever name called, which may impact the management or control of the company;
e. fraud or defaults by the company, its promoter, director, key managerial personnel, or subsidiary or arrest of key managerial personnel, promoter or director of the company,
whether it occurred within India or abroad;
f. resolution plan/ restructuring or one time settlement in relation to loans/borrowings from banks/financial institutions

2. In regulation 3(5) regarding the maintenance of structured digital database, a proviso is inserted specifying the timeline for entering of information not emanating from within the organization, it may be done within 2 calendar days from the receipt of such information.
3. In Clause 4(1) of Schedule B regarding the closure of trading window, a proviso is inserted specifying that in case of unpublished price sensitive information not emanating from within the Listed Company, trading window may not be closed.

Please refer to the attached document for more information.

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